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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of December 2002
Commission File Number: 001-14148
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CANWEST GLOBAL COMMUNICATIONS CORP.
(Translation of registrant's name into English)
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3100 TD Centre
201 Portage Avenue
Winnipeg, Manitoba,
Canada R3B 3L7
(204) 956-2025
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F Form 40-F |X|
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Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): ___________.
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of
a Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): ___________.
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of
a Form 6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the laws of
the jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in
this Form the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No |X|
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CANWEST GLOBAL COMMUNICATIONS CORP.
Date: December 12, 2002 By: /S/ JOHN E. MAGUIRE
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John E. Maguire
Vice President, Finance and Chief
Financial Officer
CANWEST GLOBAL COMMUNICATIONS CORP.
MATERIAL CHANGE REPORT
Section 75(2) of the Securities Act (Ontario)
Section 85(1)(b) of the Securities Act (British Columbia)
Section 146(1)(b) of the Securities Act (Alberta)
Section 84(1)(b) of The Securities Act, 1988 (Saskatchewan)
Section 81(2) of the Securities Act (Nova Scotia)
Section 76(2) of the Securities Act (Newfoundland)
1. Reporting Issuer
CanWest Global Communications Corp. (the "Issuer")
31st Floor TD Centre
201 Portage Avenue
Winnipeg, Manitoba
R3B 3L7
2. Date of Material Change
December 10, 2002
3. Press Release
The attached press release was distributed to Canada NewsWire on December
10, 2002.
4. Summary of Material Change
The Issuer has announced that it has elected to redeem all of its
outstanding Series 2 Preference Shares for an aggregate redemption price of
approximately $57.7 million.
5. Full Description of Material Change
See press release attached as Schedule "A".
6. Reliance on Confidentiality Provisions of Securities Legislation
Not applicable.
7. Omitted Information
No significant facts remain confidential in, and no information has been
omitted from, this report.
8. Senior Officers
For further information please contact Pamela Harrod, Assistant Secretary,
at (204)956-2025.
9. Statement of Senior Officer
The foregoing accurately discloses the material change referred to herein.
DATED at Winnipeg, Manitoba, this 11th day of December, 2002.
"Pamela Harrod"
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Pamela Harrod
Assistant Secretary
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Schedule A
CanWest Redeems Series 2 Preference Shares
WINNIPEG, Dec. 10 /CNW/ - CanWest Global Communications Corp. announced
today that it has elected to redeem all of its outstanding Series 2 Preference
Shares for an aggregate redemption price of approximately $57.7 million. The
redemption will be effective December 18, 2002. Under the terms of the Series 2
Preference Shares, CanWest is entitled to redeem the shares or convert them into
Subordinate Voting or Non Voting Shares of CanWest and has chosen to redeem the
shares. If the shares were not redeemed or converted, they would ultimately
convert automatically into Subordinate Voting or Non-Voting Shares of CanWest
with a market value equal to the redemption price.
The Series 2 Preference Shares were issued on May 1, 2001 on the
amalgamation of certain subsidiaries of CanWest. The holders of the Series 2
Preference Shares have commenced an action alleging, among other things, that
the terms of the amalgamation were oppressive, that the holders are entitled to
receive the fair value of their interest, and that the fair value exceeds the
redemption price payable under the terms of the Series 2 Preference Shares. The
redemption of these shares will not resolve the matters in dispute in that
litigation. However, CanWest will continue to vigorously contest any claim that
its actions have been oppressive or that the holders of the Series 2 Preference
Shares are entitled to any additional payment. In addition, CanWest intends to
assert counter claims against the holders of the Series 2 Preference Shares
seeking damages. Furthermore, a court might ultimately find that the redemption
amount for the Series 2 Preference Shares exceeds the fair value of the holders'
interest. If a court were to make that determination, CanWest would seek to
recover the difference.
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For further information: Geoffrey Elliot, Vice President, Corporate
Affairs, gelliot@canwest.com, Telephone: (204) 956-2025, Fax: (204)
947-9841
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